Terms and Conditions
In these Conditions:
(a) “the Company” means Slenderella
(b) “the Buyer” means the person, firm, company or organisation specified in the order being a party to any contract to which the Conditions apply.
(c) “the Goods” means the materials or goods which the Company is to supply in accordance with the Conditions.
The Conditions apply to all sales by the Company of any Goods to the Buyer. Acceptance by the Company of an order is conditional upon acceptance by the Buyer of the Conditions which override all other terms or conditions inconsistent with them whether express, implied or otherwise. No variation of the Conditions shall be binding upon the Company unless such variation is specifically agreed in writing by a duly authorised representative of the Company.
3.1 No order placed by the Buyer shall be binding upon the Company unless and until such order is confirmed in writing by a duly authorised representative of the Company or the Goods ordered shall be delivered. Alternatives or cancellations of any order shall only be accepted at the Company’s absolute discretion within 7 days of the date of the order.
4.1 If the Buyer refuses or fails to take delivery of the Goods tendered in accordance with this agreement the Company shall be entitled to immediate payment for the Goods so tendered. The Company shall be entitled to store at the risk of the Buyer any Goods and the Buyer shall in addition to the purchase price pay for all costs of such storage and any additional costs incurred by the Company. The Company shall be entitled after the expiry of three months from the date upon which the price became payable under this
clause to dispose of such goods in such manner as the Company may determine without accounting to the Buyer therefor. The Company shall accept returns only at its absolute discretion and credit will only be given if return is made within 7 days of invoice and the Company’s approved sticker or other paperwork is produced in good order.
4.2 Any dates quoted for delivery of Goods shall be treated as approximately estimates only. Time for delivery shall in no circumstances be of the essence in the case of any sale of Goods by the Company to the Buyer. The Goods may be delivered by or in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
4.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract for sale and shall be payable separately and failure by the Company to deliver any one or more of the instalments or any claim of whatsoever nature by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any such contract for the sale of goods as a whole as repudiated.
4.4 If the Company shall deliver less than full quantities of the Goods ordered the Buyer shall not be entitled to refuse to accept delivery and shall not be entitled to make any claim whatsoever whether for compensation or otherwise in respect of such short delivery.
4.5 The Company reserves the right to refuse to execute any order or contract for the supply of Goods if the arrangements for payment or the Buyer’s credit are for any reason unsatisfactory to the Company. In the case of non-payment of any account when due or in case there shall be any default or breach of contract by the Buyer or in the case of death, incapacity, bankruptcy or insolvency of the Buyer or when the Buyer is a limited company if an administrator or an administrative receiver of the whole or any substantial part of its assets is appointed or if an order is made or a resolution is passed for its winding up except where such winding up is for the purposes of a solvent amalgamation or reconstruction then the purchase price of all Goods invoiced or delivered by the Company to the Buyer to date shall immediately become due and payable by the Buyer to the Company. In addition, in such event the Company shall have the right to cancel every contract made between the Company and the Buyer or (at its absolute discretion) to suspend or continue delivery of Goods without prejudice to the Company’s right to recover any loss sustained.
5.1 Payment terms are: invoice is due for payment 30 days from date of invoice subject to the following terms of discount 7 day payment - 3%, 30 day payment - NETT. Time of payment of the price shall be of the essence in respect of all sales of Goods by the Company to the Buyer. A prompt payment discount shall apply to payment in cash or cleared funds within 7 days of invoice date as notified from time to time.
5.2 Interest at the rate of 1% per calendar month shall be payable in respect of all sums due and unpaid to the company after 30 days from date of invoice until payment is made in full (and part of a month being treated as a full month for the purpose of calculating interest). An administration charge of £35.00 will be added to outstanding accounts, necessitating action by the company solicitor or legal department. This
£35.00 charge will be added to the account for each separate legal correspondence.
5.3 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Buyer against the Company nor shall the Buyer be entitled to set-off against any amount payable to the Company any amount which is not then due and payable by the Company or for which the Company disputes liability.
6. Risk and Property
6.1 Risk in the Goods shall pass to the Buyer upon whichever is the earlier of:
1. Collection at the Company’s premises.
2. Delivery to a carrier for transport to the Buyer’s premises.
3. Notice being given by the Company to the Buyer that the Goods are available for
collection at the Company’s premises. No responsibility is accepted for loss of Goods in transit save at the Company’s discretion and provided that non-delivery is notified within 7 days of the date of the invoice.
6.2 The property in the Goods sold by the Company to the Buyer shall remain vested in the Company and shall not pass to the Buyer until all sums owed by the Buyer to the Company on whatsoever grounds shall have been paid in cash or cleared funds.
6.3 The Buyer shall store goods or materials sold by the Company in such a way that they are readily capable of being identified as the property of the Company.
6.4 The Company shall have the right at any time to repossess the Goods sold by the Company to the Buyer to which title shall not have passed. In this event the Company shall be absolutely entitled to resell the same or to use them in its business as it shall think fit. If the Company resells the Goods it shall be absolutely entitled to retain the proceeds of resale.
6.5 The Buyer is authorised to use the Goods sold by the Company in its business or to resell them, such authority being revocable at any time by notice in writing given by the Company to the Buyer.
6.6 The Buyer agrees to give access to its premises or to premises to which the Buyer has access where the Goods sold by the Company to the Buyer may be situated for the purpose of repossessing or verifying the presence and the condition of the Goods.
6.7 If the Company repossesses any of the Goods the Buyer’s liability in respect of the purchase price shall be extinguished but without prejudice to any claim which might have arisen in respect of transport, storage, handling charges or in respect of damage of any kind to the Goods.
6.8 If the Company repossesses any Goods or materials sold to the Buyer, risk shall pass to the Company on delivery to it or upon collection.
6.9 The Buyer shall not be entitled to pledge or in any way charge by way of security any of the Goods which remain the property of the Company, but if the Buyer does so all money owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
6.10 The Buyer may not without the Company’s consent mix the Goods with other products or materials or process them so that they shall lose their original identity before the price for such Goods shall have been paid in full.
6.11 The Buyer shall hold the proceeds of the sale of any Goods title to which shall not have passed from the Company to the Buyer in trust for the Company and shall account to the company forthwith upon receipt of such proceeds of sale.
7. Limitation of Liability
7.1 The Buyer shall be responsible for the suitability of the Goods sold by the Company to the Buyer. No condition is made or implied that the Goods sold are suitable for any particular purpose or use for any specific conditions notwithstanding that such purpose, use or conditions may be known to or made known by the Buyer.
7.2 Save as herein appearing Goods supplied to the Buyer by the Company will be replaced free of charge or in its absolute discretion the purchase price refunded or allowed if the Company is satisfied that they were defective in materials or workmanship on delivery and notice of the defect is given to the Company within 14 days of delivery and the Goods are returned to the Company carriage paid. Subject to the above the Company’s entire obligation shall be in respect of death or personal injury resulting from negligence of the Company and/or direct physical damage to a Buyer’s tangible property caused by the Company’s negligence.
7.3 In no event shall the Company’s total liability for all loss or damage claimed to result from any breach of the Company’s obligations exceed the contract price for the Goods sold by the Company to the Buyer (provided that this monetary limit shall not apply to the Company’s liability for death or personal injury caused by its negligence).
7.4 Any claim by the Buyer against the Company which is based on any defect in the quantity or condition of the Goods or their failure to correspond with a specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days from the date of delivery (whether the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or
failure. If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price, as if the Goods had been delivered in accordance with the contract.
7.5 The Company shall not be liable for any breach of contract for the supply of the Goods due to any cause beyond its control including without prejudice to the generality of the foregoing Act of God, flood, lightning, fire, inclement weather, civil commotion, war, riot, strikes, stoppages of work or other industrial action, the interruption of supplies, the act or omission of government or any other competent authority or any party for whom the Company is not responsible.
8. Governing Law
All sales by the Company to the Buyer shall be subject to the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
In the event that any provision of the Conditions shall be determined to be illegal, invalid or unenforceable, such illegality of unenforceability shall not affect the validity and enforceability of the remaining provisions of the Conditions which shall be construed as if such illegal, invalid or unenforceable provision or provisions had not been inserted.
1.The contract between us
We must receive payment of the whole of the price for the goods that you order before your order can be accepted. Once payment has been received by us we will confirm that your order has been accepted by sending an email to you at the email address you provide in your order form. Our acceptance of your order brings into existence a legally binding contract between us2.
2.1. The prices payable for goods that you order are as set out in our website.
2.2. You will be required to pay extra for delivery and it might not be possible for us to deliver to some locations. Our delivery charges are set out in our website3.
3. Right for you to cancel your contract4
3.1. You may cancel your contract with us for the goods you order at any time up to the end of the fourteenth working day from the date you receive the ordered goods. You do not need to give us any reason for cancelling your contract nor will you have to pay any penalty.
3.2. You cannot cancel your contract if the goods you have ordered are newspapers or magazines or if you have taken any audio or video recording or computer software out of the sealed package in which it was delivered to you5.
3.3. To cancel your contract you must notify us in writing6.
3.4. If you have received the goods before you cancel your contract then[unless, under clause 3.2, you do not have a right to cancel]you must send the goods back to our contact address at your own cost and risk. If you cancel your contract but we have already processed the goods for delivery you must not unpack the goods when they are received by you and you must send the goods back to us at our contact address at your own cost and risk as soon as possible.
3.5. Once you have notified us that you are cancelling your contract, any sum debited to us from your credit card will be credited to your account as soon as possible and in any event within 30 days of your order PROVIDED THAT the goods in question are returned by you and received by us in the condition they were in when delivered to you. If you do not return the goods delivered to you or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the goods from the amount to be credited to you.
4. Cancellation by us
4.1. We reserve the right to cancel the contract between us if:
4.1.1. we have insufficient stock to deliver the goods you have ordered;
4.1.2. we do not deliver to your area; or
4.1.3. one or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers7.
4.2. If we cancel your contract we will notify you by email and will credit to your account any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.
5. Delivery of goods to you
5.1. We will deliver the goods ordered by you to the address you give us for delivery at the time you make your order.
5.2. Delivery will be made as soon as possible after your order is accepted and in any event within 30 days of your order.
5.3. You will become the owner of the goods you have ordered when they have been delivered to you. Once goods have been delivered to you they will be held at your own risk and we will not be liable for their loss or destruction.
6.1. If the goods we deliver are not what you ordered or are damaged or defective or the delivery is of an incorrect quantity, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 10 working days of the delivery of the goods in question.
6.2. If you do not receive the goods ordered within 30 days of the date on which you ordered them, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 40 days of the date on which you ordered the goods.
6.3. If you notify a problem to us under clauses 6.1 or 6.2 above, our only obligation will be, at your option:
6.3.1. to make good any shortage or non-delivery;
6.3.2. to replace or repair any goods that are damaged or defective; or
6.3.3. to refund to you the amount paid by you for the goods in question in whatever way we choose.
6.4. Save as precluded by law, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify to us under this condition and we shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the goods in question under clause 6.3.3 above.
6.5. You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase goods from our site. The importation or exportation of certain of our goods to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the goods you purchase.
6.6. Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.
Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our contact address at (postal address)and all notices from us to you will be displayed on our website from to time.
8. Events beyond our control
We shall have no liability to you for any failure to deliver goods you have ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
11. Third party rights
Except for our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under the United Kingdom Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
12. Governing law
The contract between us shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.
13. Entire agreement
Note that any set of terms and conditions must be tailored to meet the specific needs and practices of the supplier in question. Simple language should be used so that the terms are easy to understand. Simple language also makes the task of translation easier if seeking to establish a 'standard' set of terms to be used as the basis for producing similar sets in other jurisdictions that comply with relevant local laws.
Further, in light of the fact that certain jurisdictions wish to adopt a 'long-arm' approach, seeking to impose their regulations on website proprietors located outside their jurisdiction, suppliers should consider all the jurisdictions in which their products will be available and may set up their sites, and draft their terms and conditions, so that it is abundantly clear that they intend to target and contract only with residents of those jurisdictions where they have conducted local legal 'health checks'. As to extraterritoriality see Paragraph 295  ante. An example of a general disclaimer that may be displayed prominently on a site to this end is as follows:
'This site is directed at United Kingdom resident customers only. If you are not resident in the United Kingdom, DO NOT USE THIS SITE. We reserve our right to refuse to supply our products to you without reason.'
At the very least such a disclaimer provides an indication to a court of the supplier's intentions. However it is important to remember that disclaimers like this one must be consistent with the actions of the relevant supplier. A disclaimer cannot be effective if, despite the disclaimer, the supplier consistently delivers to addresses outside the United Kingdom: see further Paragraph 295  ante.
2.This makes it clear that the supplier is issuing only an invitation to treat. As to offers and invitations to treat in the context of e-commerce see Paragraph 301  ante.
3.It is advisable to include a link here to the page that contains the delivery charges and details.
4. A consumer can cancel a distance contract at any time during the 'cancellation period' by notifying this intention to the supplier in writing: see the Consumer Protection (Distance Selling) Regulations 2000, SI 2000/2334 regs 10-13 as amended by SI 2005/689. This is commonly referred to as the 'cooling-off period'. As to the definition of 'consumer' and the relevant UK consumer protection laws see Paragraph 287  et seq ante.
5.This alternative provision is useful to take advantage of the apparent loophole in Council Directive (EC) 97/7 (as amended) on the protection of consumers in respect of distance contracts (the 'Distance Selling Directive') for these types of goods. Note that contracts for custom-made goods and perishables, amongst other things, are also excluded from the right of withdrawal for obvious reasons.
6. Note that customers are required, under clause 7 of this Form, to send written notice by post. This avoids the problem of the uncertainty of email correspondence but may not be workable if the supplier prefers to use email for correspondence: in that case, an email contact address should be inserted in clause 3.3.
7. This gives the supplier the ability to refuse to supply certain customers in certain circumstances, for example where a typographical error in the price stated would contractually bind a company to supply goods at a significantly lower price.